Click History for a list of changes and updates.
_____Not much information has been provided concerning the advantages and disadvantages to members for Article IX of the MOA Bylaws. Article IX established two committees (Audit and Governing Documents) of the membership with election of two co-chairs serving two-year staggered terms.
_____The continuation this post provides questions and answers for the known questions. If you have another question or have a comment, please add by clicking on "Post a Comment" at the end of this post. Questions and Answers are below.
Don Nordeen
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Continue reading Q and A for Article IX of the MOA Bylaws.
- Key Words:_ access; access to records; accounting; Accounting Principles; accounting standards; annual meeting; bylaws; governing documents; meeting; members' meeting; Michaywe Owners Association; MOA Operations, General/Total; nonprofit corporation; nonprofit corporation act; nonprofit GAAP; planned unit development; POA; preservation fund; property owners association; reserve fund; Reserves for Capital Repair
Q and A for Article IX of the MOA Bylaws (continued)
Q: Would Committees of the Membership result in additional costs?
A: Yes, there would be some increase in costs for professional fees because more work would be done.
Q: Would there be increased mailing costs?
A: This shouldn't occur if the board and committees cooperate as required in Article IX. Any communications to members should be part of the quarterly Business Reviews. Special mailings would be required only for urgent matters, which is unchanged from handling any other urgent matters. The committees are authorized to make special mailings only if the board refuses to allow the communications to be part of the quarterly Business Reviews.
Q: Are the committees only advisory?
A: Yes. While not specifically so stated in Article IX, the committees are charged only with bringing propositions and information to the members for action by the members as stated in Article IX.
Q: Would the committee co-chairs control the committee membership and actions.
A: No and yes. No, because members would be encouraged to self nominate. However, yes, because the co-chairs would have the obligation for the committees to be successful. That could require limiting the number of people who might have a specific common interest, and to ensure that committee members spend the time to be knowledgeable on matters considered by the committees. The working of the committees would likely adopt the board's requirements for committee activities which require decisions by consensus and minority reports if consensus is not achieved.
Q: Is the audit committee authorized to set aside money for the reserve fund?
A: No. The wording is not as clear as it should be. However, a careful reading should indicate that the audit committee is responsible to define the amount that should be set aside to properly fund the reserve account.
Q: Has the board defined the money that should be set aside for the reserve fund?
A: Yes and No. One of the board members did a partial reserve study in early 2003, but the results were never reported to MOA members. However, the 2005 audit report states that the fund amount required was then $600,000 based on that earlier study.
Q: Did the board reinstate Article IX on 2007 Nov 17?
A: Unknown. The minutes for the open session, which reflect what I observed, do not state that a motion was made and approved. If anything was considered on Article IX in closed session, such as not stated in the open session as required by the board's policy on open meetings. Moreover, discussion of Article IX in closed session would be an abuse of discretion since there is nothing confidential (as defined in the board's policy on closed sessions) about a bylaw provision.
Q: Why are there currently no co-chairs of the committees?
A: Because the board did not take the actions required in Article IX. When reinstated, the board should have taken one of two actions: (1) reinstated the co-chairs as of 2001 Nov 17 when the then board improperly repealed Article IX; or (2) called a special election for co-chairs based on the reinstatement. The board did neither.
Q: If Article IX has been reinstated, why aren't co-chairs on the ballot for the 2008 annual meeting as required in Article IX.
A: Because the board, or the president, refused to honor nominations for co-chairs in violation of Article IX.
Q: What actions has the board completed in the last three years on updating the bylaws and other governing documents?
A: None. While the board considered updates, and a bylaws committee was activated without a charter from the board, nothing has been placed before the membership for a vote. The board stated at Town Hall Meetings this past year that several amendments would be included in the notice for the 2008 annual meeting, but did not follow through.
Q: Why wasn't a revision to Article IX consider to clarify the questions now raised about what was drafted and approved in 2001?
A: This was suggested by Mr. Jay Welter, a board candidate, at the April Town Hall Meeting, but the board did not act on the suggestion even with individual member follow up.
- History: _
- 2008 May 25 — Initial Post
- Links:_ Q and A for Article IX of the MOA Bylaws at [http://swagmanmwpoa.blogspot.com/2008/05/q-for-article-ix-of-moa-bylaws_26.html]
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